UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM  10-K


[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934
     For  the  fiscal  year  ended  June  30,  1998
                                       OR
[ ]     TRANSITION  REPORT  PURSUANT  TO  SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE  ACT  OF  1934
     For  the  transition  period  from  ______________  to  ______________

     Commission  File  Number  000-04395

                           COBB RESOURCES CORPORATION
             (Exact name of registrant as specified in its charter)

          New  Mexico                           85-0206160
(State  or  other  jurisdiction  of          (I.R.S.  Employer
 incorporation  or  organization)           Identification  No.)

302  East  Jackson,  West  Columbia,  Texas     77486
(Address  of  principal  executive  offices)     (Zip  Code)

Registrant's  telephone  number,  including  area  code:     (409)  345-5666

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:     None

Securities  registered  pursuant  to Section 12(g) of the Act:     Common Stock,
                                                                  $.10 par value
                                                                (Title of Class)

     Indicate  by  check  mark  whether the Registrant (1) has filed all reports
required  to  be  filed by Section 13 of 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
Registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.  Yes  [X]   No  [  ]

     As  of  September  9,  1998, there were outstanding 8,534,257 shares of the
registrant's $.10 par value Common Stock, and the aggregate market value held by
non-affiliates  was  approximately  $428,425.


<PAGE>
<TABLE>
<CAPTION>
                                Table of Contents

<S>         <C>                                                             <C>
PART I

Item 1.     Business                                                         1

Item 2.     Properties                                                       6

Item 3.     Legal Proceedings                                                7

Item 4.     Submission of Matters to a Vote of Security Holders              7

PART II

Item 5.     Market for Registrant's Common Equity
            and Related Stockholder Matters                                  8

Item 6.     Selected Financial Data                                          9

Item 7.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                       10

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk      14

Item 8.     Financial Statements                                            14

Item 9.     Changes in and Disagreements with Accountant
            on Accounting and Financial Disclosure                          14

PART III

Item 10.    Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act               15

Item 11.    Executive Compensation                                          16

Item 12.    Security Ownership of Certain Beneficial Owners and Management  17

Item 13.    Certain Relationships and Related Transactions                  17

PART IV

Item 14.    Exhibits, Financial Statements and Reports on Form 8-K          18

SIGNATURES                                                                  19
</TABLE>

<PAGE>
                                     PART I
ITEM  1.     BUSINESS

GENERAL

     Cobb  Resources  Corporation (the "Company"), a New Mexico corporation, has
been  active  in the mining and oil and gas sectors through leases under venture
developments  with  other  parties,  or  held  by  the  Company  for evaluation,
development  or  possible  resale. Since its incorporation in 1969 the Company's
business  evolved  from its early emphasis on the acquisition and development of
uranium  properties  to  the  purchase  Chace  Oil  Company, then a wholly owned
subsidiary  of  the Company, with interests in the oil and gas sector. Following
approval  by  its  stockholders  of  the  sale  by  Chace of Chace's oil and gas
properties  and  related  assets  in  1992,  the Company turned its focus to its
remaining  properties  and  plans  for their sale or future development. Through
small  leasehold  acquisitions,  the  Company  continues  to  maintain a limited
speculative  stake  in  minerals  and  oil  and gas exploration and development.

MINING  SECTOR

     In  its  initial  stages  in  the  1960s  and 1970s the Company was engaged
primarily  in  the  acquisition,  exploration  and development of mineral leases
including  precious metals, primarily gold and silver, as well as uranium leases
and  base  metals such as zinc. The Company commenced production and shipment of
uranium  ore  in  1978.  After  several  years of successful production, uranium
operations  were  discontinued  following the severe worldwide price downturn in
the  uranium  market.  Thereafter, the Company's interests in uranium properties
were  written  off  as  discontinued  operations.

     LONDON  MINE. During 1978 the Company acquired certain leases pertaining to
the  London mine, historically a major gold producer located in central Colorado
(the  "London  Mine").  Subsequently  the  Company  entered into a joint venture
agreement  ("London  Mine  Venture")  with  Boulder  Gold,  Inc.,  a  Colorado
corporation  ("Boulder") pursuant to which Boulder operated the London Mine. The
London  Mine  interest  consisted  of  mining  leases covering approximately 300
patented and unpatented claims. During May 1988, the London Mine, which had been
worked  by  various independent miners and other persons from time to time since
the  late 1800s, was reopened by the operator and was operated for approximately
fourteen  months until again being closed during the summer of 1989. The primary
reasons  for  the  closing of the London Mine were the declining prices of gold,
less  than  projected  recovery  ratios  and  the inability to reach significant
economies  of  scale  in  operations.

     In  September  1990  the  London  Mine  Venture  executed  a mining venture
agreement with Alma American Mining Corporation, a Colorado corporation ("Alma")
to  form  the  Alma  London  Joint  Venture  (the  "Alma  Venture")  for further
exploration,  development  and  operation  of the London Mine by Alma. Under the
Alma  Venture,  Alma  operated  the  Alma  Venture  and  participated with a 50%
interest, while the Company and Boulder each retained a 25% interest. Based upon

                                       1
<PAGE>
the results of the renewed exploration and drilling operations and the continued
weakness of gold prices, during September 1991 Alma terminated its management of
and  participation  in  the Alma Venture and control of the London Mine reverted
back  to  the  London  Mine  Venture.

     During  June  1992,  notice  of  intent to cancel the London Mine lease was
given to the owner of the underlying fee interests in the London Mine. Following
the  lease termination, the permitted rights and obligations to which operations
of  the  London  Mine  were subject, reverted to the fee owner. As a result, the
London  Mine  Venture  completed  the  liquidation  of  all  of  its  assets and
liabilities  and  the  joint  venture  agreement  was  terminated.

     The  Company  was  previously involved in the development and evaluation of
other  precious  metal base metal and uranium properties located in Colorado and
New  Mexico.  In  June  1994  the  Company transferred certain mining properties
including  those  commonly  known  as  the  London  Mine,  Ambrosia  Lake  Mine,
Vindicator  Mine, and the Johnny Bull Mine, including without limitation any and
all  residual  rights  to  mining  claims  and  mineral  interests  to Southwest
Resources,  Inc.,  a  wholly-owned  subsidiary  of  the  Company.  These  mining
properties  had  been fully written off in previous years as discontinued mining
operations.  The  Company retained royalty interests in the Copper Flat property
and  a  minimal  interest  in  a limestone mineral prospect. The common stock of
Southwest Resources, Inc., was later sold to Mr. George O. Lotspeich, the former
President  and  a  former  director  of  the  Company.

     COPPER  FLAT  PROPERTY.  Pursuant  to  an  agreement  with  Hydro Resources
Corporation,  a  New  Mexico  corporation  owned  substantially by Mr. George O.
Lotspeich,  the former President and a former director of the Company ("Hydro"),
the  Company  sold  the  Copper Flat property in July 1989 to Copper Flat Mining
Company,  Ltd.,  a  Colorado corporation ("CFMC"). Proceeds to the Company which
were  paid  at  closing  included  the  first  year's  annual minimum royalty of
$150,000  and  an  expense  reimbursement  of  $25,000.  The agreement with CFMC
provides  for  continuing  minimum  annual  royalty  payments  of $150,000 until
production  begins.  Thereafter  royalties are 2-1/2% Net Smelter Return ("NSR")
until  the  earlier of payout or five years and 5% NSR thereafter. NSR refers to
gross  proceeds  from  sales  of  concentrates  less  transportation  costs  and
penalties.  After  the  initial  royalty payment to the Company of $150,000, the
Company  and  Hydro  were  to  each  receive  50%  of all future payments, after
reimbursement  of expenses. In an agreement entered into between the Company and
Hydro  dated  April  5,  1991,  Hydro  reconveyed  a  portion of its royalty and
reversionary rights in the Copper Flat property to the Company. As a result, the
Company  will  receive 51% of all future royalty payments after reimbursement of
expenses,  and  Hydro will receive the remaining 49% of each royalty payment. In
the  event  the  Copper Flat property reverts under the agreement with CFMC, the
Company  and  Hydro would receive a 51% and a 49% interest, respectively, in the
property.  Annual  royalty  payments  from  the Copper Flat property are due and
payable  not  later than September 30 of each year, although such payment may be
paid within a 60 day grace period following written notification and demand. The
Company  anticipates  that  it  will receive the next annual royalty in a timely
manner.

                                       2
<PAGE>
     On  January  26, 1994, the Company and Hydro entered into an agreement with
Alta  Gold Company, a Nevada Corporation, ("Alta") whereby the royalty interests
held  by  the Company and Hydro in the Copper Flat property would be adjusted in
order  to  make  the  development  of  the  Copper  Flat  property  viable.  In
consideration  of  the  foregoing, Alta agreed to provide the Company/Hydro with
375,000 restricted shares of Alta stock within thirty days of Alta's acquisition
of the Copper Flat property. At any time within two years from the date on which
the  stock is issued, Alta shall have the right to repurchase 125,000 shares for
$4.00  per  share,  upon  giving  the  Company/Hydro  thirty  days  notice.  The
Company/Hydro  will  have  the option, upon written demand to Alta within thirty
days  after  the  second  anniversary  date of the stock issuance, if the market
price  of  the  stock on the second anniversary is less than $4.00 per share, to
demand that Alta pay to the Company/Hydro the difference between $4.00 per share
and the market price per share on the second anniversary date as multiplied by a
maximum  of  250,000  shares.  Alta  shall have sixty days from the date of said
demand  to  pay  same.

     On  June  14, 1994 Alta acquired the Copper Flat property and thereafter on
June  22, 1994 Alta issued to the Company its pro rata 51% of the 375,000 shares
of Alta common stock. At that date, the market price of the Alta common stock as
traded  on  NASDAQ  was  $1.25  per  share.  As a result of the transaction, the
Company  reported  a  net gain of $679,394. The Company's interest in the Copper
Flat property had been previously written off as discontinued mining operations.

     At various times in July and August 1996, the Company sold all its holdings
totaling  191,250  shares  of  common stock in Alta for combined net proceeds of
$674,173.  In  accordance  with  the agreement, Alta paid the Company $55,781 in
September  1996 which represented the difference between $4.00 per share and the
market  price  per  share  on  the  second  anniversary  date  of the agreement.

     As  a  result  of  the  agreement,  Alta  will  be  obligated  to  pay  the
Company/Hydro  a  2-1/2%  Net  Smelter  Return  for as long as Alta operates the
Copper Flat property which amends the 5% Net Smelter Return as above. The annual
minimum  royalty  payment  will  be credited against future production royalties
after Alta acquires the Copper Flat property. If the Copper Flat property is not
in  production  at  the  end of the five year period, the annual minimum royalty
payment  will  no  longer  be  credited against future production royalty. In no
event,  however,  will the production royalty due the Company/Hydro be less than
$150,000  per  year.

     The Company/Hydro also granted Alta a Right of First Refusal on the royalty
interest  held.  Alta  will  have  sixty  days  from  the date it is notified to
exercise  its  Right  of  First Refusal. The Right of First Refusal granted will
have  a term of 10 years from the date Alta exercises its option to purchase the
Copper  Flat  property.

OIL  AND  GAS  SECTOR

     The Company entered the business of oil and gas exploration and development
through  acquisition of Chace Oil Company, Inc. ("Chace") in 1980. The Company's

                                       3
<PAGE>
oil  and  gas  operations  were  conducted  principally  through  wholly-owned
subsidiaries  and  a series of limited partnerships and joint ventures sponsored
by  Chace  for  which  Chace  served  as  operator  and general partner. Chace's
principal area of interest was in the San Juan Basin in northwestern New Mexico.
Chace's oil and gas leases were acquired through farmout agreements with various
companies  and  individuals  and  were  held  by  production.

     As  part  of  its  exploration  and  production activities, the Company has
owned,  acquired  and  sold  oil  and gas leases and other mineral interests and
conducted  exploration  and  development  activities for its own account and for
joint  venture or partnership accounts. In order to spread the risks inherent in
exploration  and  development  activities,  the  Company  generally attempted to
include  participation  from  third  parties.

     During  1991  the  Company  entered  into  an Asset Purchase Agreement with
Golden  Oil  Company, a Delaware corporation, ("Golden"), which provided for the
sale  to  Golden  of  substantially all of the Company's and Chace's oil and gas
properties  and related oil and gas assets for consideration of 5,132,563 shares
of  Golden  Common  Stock,  subject to certain adjustments. Such transaction was
approved  and  ratified  by  the  Company stockholders at their meeting in March
1992.  Following consummation of the transaction, the Company distributed ninety
percent  of  the  Golden  shares  to  Company  stockholders.

     The  Company  participated  in  the  successful completion of two gas wells
located  in the Permian Supai Formation on the crest of the St. John's Anticline
in  Arizona.  There  were  plans  to  drill  five  additional  wells to increase
producibility for the industrial parks being developed to utilize carbon dioxide
reserves.  The  land  lease  holdings  exceed  40,000 acres covering three known
surface  structures. The Company had a 5 percent working interest in the Arizona
project.

     During  March  1997,  the  Company  exchanged  its  working interest in the
Arizona  project  for  115,385  shares  of  common  stock  of  Arizona Resources
Industries,  Inc.,  a  Canadian  company. During April 1997, the Company entered
into  a  stock  purchase  and  voting agreement with Ridgeway Petroleum Corp., a
Canadian  company,  whereby  the  Company  will  receive  115,385  shares  of
unrestricted  common  stock  of  Ridgeway  Petroleum  Corp.  in exchange for the
115,385  shares  of  Arizona  Resources  Industries,  Inc.  As a result of these
transactions,  the  Company  now  has  only  limited oil and gas related assets.

     During  1998,  the Company participated in the drilling and completion of 3
gas  wells  in  the San Juan Basin of New Mexico.  These wells are now producing
moderate  amounts of gas from the Dakota formation.  Based on electric logs, the
Gallup  formation  could  contain  hydrocarbons, although this formation has not
been  tested.   The Company's net interest in these wells is 2.5%.  Accordingly,
the  Company does not anticipate that these wells will have a material impact on
the  Company's financial condition or operations.  The Company also owns certain
oil  and  gas  leases  in the San Juan Basin of New Mexico totaling 1,400 acres.

                                       4
<PAGE>
GOVERNMENT  REGULATION

     Mining  operations  are  subject  to  extensive  federal,  state  and local
regulations.  Permits  must  be  obtained  from various federal, state and local
agencies  prior  to  the establishment of any mining and milling operations. The
Company  has  not experienced difficulty obtaining such required permits for its
past  operations  and  believes  that  it  is  in  substantial  compliance  with
regulations  pertaining  to  its  operations.  The Company believes its costs to
comply with such laws have been generally consistent with the levels experienced
throughout the industry. However, the Company can give no assurance that permits
for  any  future  mining or milling operations will continue to be obtainable or
that  the associated costs to comply with laws concerning government regulations
will  be affordable for any future mining operations. The Company cannot predict
future  legislation  or  regulations  that  may be passed or adopted which could
require  additional  expenses,  capital  expenditures, restrictions or delays in
operations  which  could  have  a  materially adverse effect on the value of the
Company's  mining  lease  holdings  or  its  mining  or  minerals  operations.

     The  Company's  domestic  production and sale of oil and gas are subject to
regulation  by the Department of Energy. Rates of production have for many years
been  subject  to federal and state conservation laws and the petroleum industry
has  been  subject  to  federal tax laws dealing specifically with the industry.
The  Company  is  subject  to  various  federal,  state  and  local  regulations
regarding,  among  other  things,  environmental  and  ecological matters. While
environmental  laws  affecting  oil  and  gas operations may potentially require
significant  capital  outlays,  such  laws  and  related  regulations  did  not
materially  hinder  or adversely affect the Company's production and sale of oil
and  gas.

COMPETITION

     The  Company's  mining  operations  have competed with other entities which
have  financial  and  other  resources  greater  than  those of the Company. The
acquisition,  exploration, development, production and sale of precious and base
metals,  are  subject  to  many factors which are outside the Company's control.

     The  exploration  for and development of minerals is highly speculative and
involve  greater  risks  than  many  other  businesses.  The  Company's  mining
operations, in addition to being subject to environmental issues, are subject to
operating  hazards  and  risks  which  are  normal in the development of mineral
properties, such as encountering unusual or unexpected formations. Unforeseen or
uninsured  losses  or  liabilities  might occur which could adversely affect the
Company's  ability  to  operate.

     The  Company  competes  with  numerous other parties in the exploration and
acquisition  of oil and gas reserves, in the marketing of oil and gas and in the
raising  of  funds to explore for oil and gas. The Company's competitors include
major  oil  companies,  independent oil companies and individuals, many of which
have financial resources, staffs and facilities substantially greater than those
of  the Company. Despite product price fluctuations, competition remains intense
for  the  acquisition  of  oil  and  gas  prospects  and  properties.

                                       5
<PAGE>
     Competitive  conditions  in marketing of products are influenced by factors
including  the  production  volume  of  other  domestic  crude oil and crude oil
imports;  the  proximity of pipelines to producing properties; the regulation by
states  of  allowable  rates  of  production;  and  the  regulation  by  federal
authorities  of the marketing of crude oil and natural gas. All of the foregoing
are  variable  factors  which  are  influenced  by economic and political forces
beyond  the  Company's  control  and  which can not be predicted with assurance.

EMPLOYEES

     At  June 30, 1998, the Company had one full time employee. In addition, the
Company  periodically  employs  part  time  personnel  and  retains  outside
professionals  which  provide  accounting,  legal,  administrative  and  other
services.

     The  Company's  business  does  not  presently  require  expenditure  of
substantial  funds for research and development. Sales of oil and gas tend to be
influenced by factors including local demand, the availability of transportation
and  seasonal  weather  conditions with increased sales during the colder winter
months.  The  Company  does  not believe that any other materials aspects of its
business  are  significantly  seasonal  in  nature.

     Other than mineral leases with various state, federal and private entities,
the  Company has no material mining patents, trademarks, licenses, franchises or
concessions.


ITEM  2.      PROPERTIES

OFFICE  FACILITIES

     The  Company's  principal  executive office is located at 302 East Jackson,
West  Columbia,  Texas  77486.

MINING  PROPERTIES

     The  Copper  Flat  property  is  located  in the Hillsboro Mining District,
Sierra  County,  New Mexico approximately five miles northeast of Hillsboro, New
Mexico.  The  property  is  accessible  by private unpaved roads and consists of
unpatented  lode  and  placer  mining  claims,  unpatented  mill site claims and
patented  mining  claims.  Geological  reports support primarily copper deposits
although  gold,  silver  and  molybdenum  are  indicated  in  lesser  amounts.

OIL  AND  GAS  LEASES

     The  Company  also  owns cetain oil and gas leases in the San Juan Basin of
New  Mexico  totaling  approximately  1,400  acres.

                                       6
<PAGE>
ITEM  3.      LEGAL  PROCEEDINGS

     Other  than  routine  litigation  incidental to the Company's business, the
following  summarizes  the legal proceedings of which management is aware and in
which the Company or its wholly-owned subsidiaries and any of their directors or
officers  are  party:

     On  October  30,  1990, a mining joint venture (the "Venture") in which the
Company  was  previously  involved,  received  notice  from  the  United  States
Environmental Protection Agency ("EPA") that the Venture was believed by the EPA
to  be  a  "potentially  responsible party" for the release of certain allegedly
hazardous substances at a site located in central Colorado. The Venture operated
the  facility  for only a brief period, but may be required to bear its share of
any  costs  incurred  in connection with this matter. Any such amounts for which
the  Company  may  ultimately  be  held  liable may not be adequately covered by
insurance.

     The  Company  believes  that  other parties have taken appropriate response
action  required at this central Colorado site and have obtained EPA approval of
their  cleanup  actions. In the opinion of the Company's management and based on
independent  advice  from  professional  experts  engaged to assess the site, it
appears unlikely that the Company will be responsible to bear material liability
in  this  matter.

     The Company was notified by the operator of the London Mine Venture ("LMV")
that  the  venture  had received on December 8, 1991, a notice of violation from
the  Colorado  Department  of  Health  ("Department") in connection with alleged
noncompliance  with  certain amended standards of water discharge permits at the
London  Mine  from  July 1991 through October 1991. The London Mine was operated
during this period by the operators of each of the Alma London Joint Venture and
the  LMV. The notice of violation included a cease and desist order with respect
to  further  violations  and  notes the possibility of imposition of significant
fines.  To date, while the Department has not assessed any fines, the Company is
not  able  to  assess  fully  the  extent  to  which,  if any remedial action is
determined  to  be  necessary,  the Company may be held responsible for any such
required remediation, and there can be no assurance that the ultimate resolution
of  this  matter  will  not have a material adverse effect on the Company in the
future.

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     No  matters  were  submitted  to vote by security holders during the fourth
quarter  of  the  fiscal  year  ended  June  30,  1998.

                                       7
<PAGE>
                                     PART II

ITEM  5.     MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED STOCKHOLDER
MATTERS

     The  Company's  trading symbol is COBB. The ranges of reported high and low
bid  quotations  for the Company's Common Stock for each quarterly period within
the  two  years  ended  June  30,  1998  are  set forth below. Quotations are as
reported by the National Quotation Bureau or members of the National Association
of Securities Dealers who maintain a market in the Company's Common Stock on the
OTC  Bulletin  Board.  Such  quotations represent prices between dealers without
retail  markup,  markdown or commissions and do not necessarily represent actual
transactions.

<TABLE>
<CAPTION>
                    HIGH    LOW
QUARTER ENDED        BID    BID
<S>                 <C>    <C>
September 30, 1996  $0.15  $0.06

December 31, 1996   $0.15  $0.06

March 31, 1997      $0.15  $0.06

June 30, 1997       $0.15  $0.06

September 30, 1997  $0.12  $0.06

December 31, 1997   $0.12  $0.06

March 31, 1998      $0.12  $0.06

June 30, 1998       $0.09  $0.06
</TABLE>

     As  of  September  9,  1998  there were approximately 1,200 shareholders of
record  of  the  Company's  Common  Stock.  The  Company's transfer agent is C/W
Registrar  &  Transfer Agency, Inc., in care of Securities Transfer Corporation,
16910  Dallas  Parkway,  Suite  100,  Dallas,  Texas  75248.
can  Cons

     The  Company  has  not paid any cash dividends on its Common Stock and does
not  expect  to  do  so  in  the  foreseeable  future.

                                       8
<PAGE>
ITEM  6.      SELECTED  FINANCIAL  DATA

     The  following selected financial information has been derived from, and is
qualified  by reference to and should be read in conjunction with, the Company's
Consolidated  Financial  Statements and Notes thereto included elsewhere herein.

<TABLE>
<CAPTION>
                                YEARS ENDED JUNE 30,
                                    (in dollars)

                             1998        1997        1996        1995       1994
<S>                       <C>          <C>        <C>         <C>         <C>
Revenues                  $  201,658     426,329     95,447     125,993     946,944
Net earnings (loss)       $(305,4670)    126,835    (45,492)     (1,244)    855,944
Net earnings (loss) per
  common share            $     (.04)        .01       (.01)       (.00)       1.00

Total assets              $  877,641   1,125,338  1,050,221   1,033,946     676,000

Long-term debt            $   14,849      34,053    108,942      13,862         -0-

Stockholders' equity      $  862,792   1,059,688    938,433   1,016,916   1,024,160
</TABLE>

                                       9
<PAGE>
ITEM  7.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS

     The  following  discussion should be read in conjunction with the Company's
consolidated  financial  statements and related notes included elsewhere in this
Report.  See  Financial  Statements.  Certain  statements  in  the  following
Management's  Discussion  and  Analysis  of  Financial  Condition and Results of
Operations  ("MD&A")  are  forward  looking statements.  Words such as "expect",
"anticipates",  "estimates"  and  similar  expressions  are intended to identify
forward  looking  statements.  Such  statements  are  subject  to  risks  and
uncertainties  that  could  cause actual results to differ materially from those
projected.

OVERVIEW
--------

     Cobb  Resources  Corporation's  (the  "Company")  operations  are  funded
primarily  through  internally  generated  funds from operations and the sale of
certain  marketable equity securities.  The Company is currently placing renewed
emphasis on its minerals sector and selective oil and gas prospects.  Management
intends  to continue to hold fixed and administrative expenditures to low levels
which  are  consistent  with  the  Company's  balance sheet financial ratios and
anticipated  income.

LIQUIDITY  AND  CAPITAL  RESOURCES
----------------------------------

     The  Company's  primary  source  of  operating  income has been the royalty
interest  on  its  Copper Flat property in southern New Mexico and proceeds from
the  sale  of  certain  marketable equity securities and office building.  Since
1990  the  Copper Flat property has been held for possible development by Copper
Flat  Mining  Company,  Ltd.,  a  subsidiary  of Gold Express Corporation ("Gold
Express")  with  the  payment of annual delay rentals to the Company of $150,000
per year on a gross basis.  Such amounts are then divided on a 51/49% basis with
Hydro  Resources  Corporation.  Annual  royalty  payments  from  the Copper Flat
property  are due and payable not later than September 30 of each year, although
such  payment  may  be  paid  within  a  60  day  grace period following written
notification  and demand. The payment for the next annual royalty is expected to
be  received  by  the  Company  during  September  1997.

     On  January  26, 1994, the Company and Hydro entered into an agreement with
Alta  Gold Company, a Nevada Corporation, ("Alta") whereby the royalty interests
held  by  the Company and Hydro in the Copper Flat property would be adjusted in
order  to  make  the  development  of  the  Copper  Flat  property  viable.  In
consideration  of  the  foregoing, Alta agreed to provide the Company/Hydro with
375,000 restricted shares of Alta stock within thirty days of Alta's acquisition
of  the  Copper  Flat  property.  At  any time within two years from the date on
which  the  stock  is  issued,  Alta  shall have the right to repurchase 125,000
shares  for  $4.00  per share, upon giving the Company/Hydro thirty days notice.
The  Company/Hydro  will  have  the  option,  upon written demand to Alta within
thirty  days  after  the  second  anniversary date of the stock issuance, if the
market  price  of  the  stock  on  the second anniversary is less than $4.00 per

                                       10
<PAGE>
share, to demand that Alta pay to the Company/Hydro the difference between $4.00
per  share  and  the  market  price  per share on the second anniversary date as
multiplied  by  a  maximum  of 250,000 shares.  Alta shall have 60 days from the
date  of  said  demand  to  pay  same.

     On  June  14, 1994 Alta acquired the Copper Flat property and thereafter on
June  22, 1994 Alta issued to the Company its pro rata 51% of the 375,000 shares
of  Alta  common stock.  At that date, the market price of the Alta common stock
as  traded  on  NASDAQ was $1.25 per share.  As a result of the transaction, the
Company  reported  a net gain of $679,394.  The Company's interest in the Copper
Flat property had been previously written off as discontinued mining operations.

     As  a  result  of  the  agreement,  Alta  will  be  obligated  to  pay  the
Company/Hydro  a  2-1/2%  Net  Smelter  Return  for as long as Alta operates the
Copper  Flat  property  which  amends  the  5% Net Smelter Return as above.  The
annual  minimum  royalty  payment  will  be  credited  against future production
royalties  after  Alta  acquires  the  Copper Flat property.  If the Copper Flat
property  is  not  in production at the end of said five year period, the annual
minimum  royalty  payment  will  no longer be credited against future production
royalty.  In  no  event,  however,  will  the  production  royalty  due  the
Company/Hydro  be  less  than  $150,000  per  year.

     At various times in July and August 1996, the Company sold all its holdings
totaling  191,250  shares  of  common stock in Alta for combined net proceeds of
$674,173.  In  accordance  with  the agreement, Alta paid the Company $55,781 in
September  1996 which represented the difference between $4.00 per share and the
market  price  per  share  on  the  second  anniversary  date  of the agreement.

     The Company/Hydro also granted Alta a Right of First Refusal on the royalty
interest  held.  Alta  will  have  sixty  days  from  the date it is notified to
exercise  its  Right  of First Refusal.  The Right of First Refusal granted will
have  a term of 10 years from the date Alta exercises its option to purchase the
Copper  Flat  property.

     In  conjunction  with  its  reorientation  of  its business objectives, the
Company  terminated all cost for full-time employees and entered into a contract
for  the  sale  of  its  New  Mexico  office building.  The sale transaction was
completed  in  August  1996  with the Company receiving net proceeds of $92,294.
The  Company  anticipates  that  for  the  near  term,  the  Company's operating
expenditures  will  continue  to be strictly limited and that cash proceeds from
sale  of  common  stock  in Alta and from sale of its New Mexico office building
will  provide  adequate  working  capital  to  sustain the Company's operations.

     Cash  and  cash  equivalents  decreased  to  $179,588  from $419,280, a net
decrease  of  $239,692  at  June 30, 1998 as compared to June 30, 1997.  For the
year  ended  June  30,  1998,  the  Company  used  $179,056 of cash in operating
activities compared to net cash provided by operating activities of $446,550 for
the  prior  year.  The  increased  use  of  cash in operations was primarily the
result  of  higher general and administrative expenses and poorer performance of
marketable equity securities in the Company's trading portfolio.  As of June 30,
1998 the Company had working capital of $682,110 compared to $966,428 as of June
30,  1997.

                                       11
<PAGE>
     At  present,  the  Company  plans  to  remain  a  public  entity  operating
principally  in  the  minerals  and  oil  and  gas  business.  The Company holds
interests  in  several  oil  and  gas  prospects and its royalty interest in the
Copper  Flat  property.

RESULTS  OF  OPERATIONS
-----------------------

1998  COMPARED  TO  1997
------------------------

     The  Company  reported mining royalty income for the current and prior year
of  $76,500.  The  royalty  income reflects the Company's proportionate share of
the  annual  minimum  royalty  payment  related  to  the  Copper  Flat property.
Interest  income  and  other  income totaled $20,985 for the year ended June 30,
1998  compared  to  $23,960  for  the  previous  year.

     There  were  oil  and  gas  property  lease  expenses of $10,411 during the
current year compared to $4,226 for the prior year.  Depreciation, depletion and
amortization  was $8,675 and $9,538 for each respective year ended June 30, 1998
and  1997.  General and administrative expenses were $327,158 for the year ended
June  30,  1998  compared  to  $145,817 for the year ended June 30, 1997.  These
expenses  increased due to increased compensation to the Company's president and
increased  amounts  paid  for  legal, accounting and other professional services
during  1998.

     The  Company  realized net loss on the sale of marketable equity securities
for the current year of $157,424 compared to a net loss of $148,006 in the prior
year.

     The Company had net unrealized gain on marketable equity securities for the
current  year of $104,173 compared to a unrealized gain of $330,674 in the prior
year.

     Primarily  reflecting  the  factors discussed above, the Company reported a
net  loss  of $305,467 for the year ended June 30, 1998 compared to net earnings
of  $126,835  for  the  prior  year  ended  June  30,  1997.

1997  COMPARED  TO  1996
------------------------

     The  Company  reported mining royalty income for the current and prior year
of $76,500 and $76,500, respectively.  The royalty income reflects the Company's
proportionate  share of the annual minimum royalty payment related to the Copper
Flat  property.  For additional information concerning the Copper Flat property,
see Notes to Consolidated Financial Statements and Note 6 thereof.  Interest and
other  income  totaled $23,960 for the year ended June 30, 1997 compared to $856
for  the  previous  year.  The  increase is due to increased funds available for
investment.

     There were oil and gas property lease expenses of $4,226 during the current
year  compared  to  $6,190  for  the  prior  year.  Depreciation,  depletion and

                                       12
<PAGE>
amortization  was  $9,538  and  $24,040 for each respective years ended June 30,
1997  and  1996.  General  and  administrative  expenses increased marginally to
$145,817  for  the  year  ended June 30, 1997 compared to $110,349 for the prior
year.  These expenses continue at relatively low levels primarily as a result of
management's  efforts  to  impose  strict limitations on operating expenditures.
General  and  administrative  expenses for the year ended June 30, 1997 and 1996
primarily  included  limited  administrative,  legal,  consulting  and  other
professional  services  and  general  expenses.  During  the  current  year, the
Company participated in the drilling of an exploratory well which was determined
to  be  not commercially productive.  As a result, the Company recorded dry hole
expense  of  $23,712  for  the  year  ended  June  30,  1997.

     The Company realized net losses on the sale of marketable equity securities
for the current year of $148,006 compared to a gain of $6,297 in the prior year.
Such  losses  resulted  from  the  sale  of  common  stocks  and  other  various
investments.  The  Company  also  completed  the  sale of its office building in
Albuquerque,  New  Mexico which resulted in a net gain on sale of $27,000 during
the  current  year  ended  June  30,  1997.

     The Company had net unrealized gain on marketable equity securities for the
current  year  of $330,674 compared to a unrealized gain of $11,794 in the prior
year.  Such  gain  resulted  from  the  sale of oil and gas interests for common
stock.

     Primarily  reflecting the factors discussed above, the Company reported net
earnings  of $126,835 for the year ended June 30, 1997 compared to a net loss of
$45,492  for  the  prior  year  ended  June  30,  1996.

IMPACT  OF  YEAR  2000
----------------------

     The  Year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year.  Any of the Company's
computer  programs  that have time sensitive software may recognize a date using
"00"  as the year 1900 rather than the year 2000.  This could result in a system
failure  or  miscalculation  causing  disruption  of  business  activities.

     Based  on  ongoing  assessments,  the  Company believes that no significant
modifications  of  existing  computer  software  will  be required.  The Company
believes  that  for  applications  in  which computer systems are utilized, such
computer  systems  will function properly with respect to dates in the year 2000
and  thereafter.  The  Company also believes that costs related to the Year 2000
issue  will  not  be  significant.

     The  Company  is  currently  assessing its relationships with suppliers and
major  customers  to  determine the extent to which the Company is vulnerable to
any  third  party's  failure  to  remedy  their  own Year 2000 issues.  Based on
preliminary  assessments, management believes that significant exposure does not
exist  with  respect  to  third parties.  In the worst case, management believes
that  it  could  experience delays in its ability to trade securities and obtain
proceeds  from  such  trades,  resulting  in  losses  for  the  Company.

                                       13
<PAGE>
INFORMATION  REGARDING  AND  FACTORS  AFFECTING  FORWARD  LOOKING  STATEMENTS
-----------------------------------------------------------------------------

     The  Company  is  including  the  following  cautionary  statement  in this
Quarterly  Report  on  Form  10-KSB to make applicable and take advantage of the
safe  harbor  provision  of the Private Securities Litigation Reform Act of 1995
for  any  forward  looking  statements  made  by,  or  on behalf of the Company.
Forward  looking  statements  include  statements  concerning plans, objectives,
goals,  strategies,  future events or performance and underlying assumptions and
other  statements  which are other than statements of historical facts.  Certain
statements  contained  herein  are  forward looking statements and, accordingly,
involve  risks and uncertainties which could cause actual results or outcomes to
differ  materially  from those expressed in the forward looking statements.  The
Company's  expectations, beliefs and projections are expressed in good faith and
are  believed  by  the  Company  to  have  a reasonable basis, including without
limitations,  management's  examination  of  historical  operating  trends, data
contained  in the Company's records and other data available from third parties,
but  there  can  be  no  assurance  that  management's  expectation,  beliefs or
projections  will  result,  or  be  achieved,  or  be  accomplished.

ITEM  7A.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES
              ABOUT  MARKET  RISK

     In  connection  with certain business transactions in the past, the Company
received  shares  of  stock  of  publicly traded companies. The Company has sold
certain  amounts of such shares. Further, the Company invests in shares of stock
of  publicly  traded  companies  from  time  to  time  for  trading  purposes.

ITEM  8.     FINANCIAL  STATEMENTS

     The  information required hereunder is included in this report as set forth
in  the  "Index  to  Financial  Statements"  on  page  F-1.

ITEM  9.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANT ON ACCOUNTING AND
             FINANCIAL  DISCLOSURE

    (a)     The  Company  has  recently  engaged Ham, Langston & Brezina, L.L.P.
("Ham,  Langston  &  Brezina")  as  its  independent  accountants  effective
immediately.  The  decision  to  engage Ham, Langston & Brezina as the Company's
independent  accountants  was  recommended  and  approved by the chairman of the
Company's  Board  of  Directors.

    (b)     Coopers  &  Lybrand, L.L.P. last reported on the Company's financial
statements  since  the  fiscal  year ended June 30, 1992 and such report did not
contain  an  adverse  opinion  or  disclaimer  of  opinion,  nor was such report
qualified  or modified as to uncertainty, audit scope, or accounting principles.
However,  the Company has not engaged an independent accountant since that date.

                                       14
<PAGE>
    (c)     During  the  Company's  two fiscal years ended June 30, 1998 and the
subsequent  interim  period  preceding  the  decision  to  engage  independent
accountants,  there  were no "reportable events" (hereinafter defined) requiring
disclosure  pursuant  to  Section  229.304(a)(1)(v)  of  Regulation S-K. As used
herein,  the term "reportable event" means any of the items listed in paragraphs
(a)(1)(v)(A)-(D)  of  Section  304  of  Regulation  S-K.

    (d)     Effective June 11, 1998, the Company engaged Ham, Langston & Brezina
as  its  independent accountant. During the two fiscal years ended June 30, 1998
and  the  subsequent interim period preceding the decision to engage independent
accountants,  neither  the  Company  nor  anyone  on  its  behalf consulted Ham,
Langston  & Brezina regarding either the application of accounting principles to
a  specified  transaction,  either  completed  or proposed, or the type of audit
opinion  that  might  be rendered on the Company's financial statements, nor has
Ham,  Langston & Brezina provided to the Company a written report or oral advice
regarding  such  principles  or  audit  opinion.

                                    PART III

ITEM  10.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL PERSONS;
COMPLIANCE  WITH  SECTION  16(a)  OF  THE  EXCHANGE  ACT

The  following  table  sets  forth  the  directors and executive officers of the
Company

<TABLE>
<CAPTION>
NAME              AGE  POSITION
<S>               <C>  <C>
Charles Cobb IV    68  Chairman, President and CEO,
                       Chief Accounting Officer

H. Wesley Griggs   50  Director

Christy Foster     29  Director
</TABLE>

     Directors are to be elected annually and hold office until the next annual
meeting of the stockholders of the Company or until their successors are elected
and  qualified.  However,  elections have not been held for four years. Officers
serve  at  the  discretion of the Board of Directors.  Mr. Cobb is the father of
Ms.  Foster. Mr. Cobb is the uncle of Mr. Griggs.  Ms. Foster and Mr. Griggs are
cousins.

BIOGRAPHIES

                                       15
<PAGE>
     Charles  Cobb  IV  serves as Chairman, President and CEO of the Company. He
has  been  a  Director  and  the  President  of  the  Company  since  1992.

     H. Wesley Griggs has been a Director of the Company since 1992. He has been
an  attorney since 1974. Mr. Griggs has a B.A. Degree from Rice University and a
J.D.  Degree  from  the  University  of  Texas.

     Christy  Foster  has  been  a Director of the Company since 1992. From 1992
until  1993,  Ms. Foster was a travel agent with CUC International. During 1994,
Ms.  Foster  attended  Sam Houston State University. During 1995, Ms. Foster was
with  Court's  Saddlery  in  a  sales position. During 1996, Ms. Foster attended
Stephen  F.  Austin State University. Beginning in 1997 through the present, Ms.
Foster  has  been  employed  at  East  Texas  Tack  and  Veterinarian  Supply.

CERTAIN  SECURITIES  FILINGS

     The  Company  believes  that  the  reports required by Section 16(a) of the
Exchange  Act  have been filed timely by Messrs. Cobb and Griggs and Ms. Foster.

ITEM  11.     EXECUTIVE  COMPENSATION

<TABLE>
<CAPTION>
                                 SUMMARY  COMPENSATION  TABLE

                                                        LONG-TERM
                                                   COMPENSATION  AWARDS
                                                                                   ALL
                                                              SECURITIES  PAYOUTS  OTHER
NAME AND               ANNUAL COMPENSATION        RESTRICTED  UNDERLYING           COM-
PRINCIPAL                                           STOCK     OPTIONS/     LTIPS   PENSA-
POSITION         YEAR  SALARY    BONUS     OTHER    AWARDS    SARS        PAYOUTS  TION
<S>              <C>   <C>       <C>       <C>    <C>         <C>         <C>      <C>
CEO              1998  $127,235     -0-      -0-         -0-         -0-     -0-     -0-
Charles Cobb IV  1997    63,420     -0-      -0-         -0-         -0-     -0-     -0-
                 1996    34,009     -0-      -0-         -0-         -0-     -0-     -0-
</TABLE>

<TABLE>
<CAPTION>
             AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
                            FY-END OPTION/SAR VALUES

                                              Number Of
                                              Securities         Value Of
                                              Underlying        Unexercised
                                             Unexercised       In-The-Money
                                           Options/SARs At    Options/SARs At
                                           Fiscal Year-End    Fiscal Year-End
                    Shares        Value          (#)                ($)
                  Acquired On   Realized     Exercisable/      Exercisable/
Name             Exercise  (#)     ($)      Unexercisable      Unexercisable
<S>              <C>            <C>        <C>               <C>
Charles Cobb IV            -0-        -0-     250,000 / -0-  $    10,000 / -0-
</TABLE>

                                       16
<PAGE>
DIRECTOR  COMPENSATION

     The  Company  does  not currently pay any cash director's fees, but it pays
the  expenses,  if  any,  of  its  directors  in  attending  board  meetings.


ITEM  12.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

     The  following table sets forth certain information as of September 9, 1998
respect to the beneficial ownership of shares of Common Stock by (I) each person
who  is known to the Company to beneficially own more than 5% of the outstanding
shares  of Common Stock, (ii) each director of the Company, (iii) each executive
officer  of  the  Company  and  (iv) all executive officers and directors of the
Company as a group. Unless otherwise indicated, each stockholder has sole voting
and  investment  power  with  respect  to  the  shares  shown.

<TABLE>
<CAPTION>
                               NUMBER OF     PERCENT     CLASS OF
NAME                         SHARES OWNED   OF CLASS    SECURITIES
<S>                          <C>            <C>        <C>
Charles Cobb IV              4,250,000 (1)      49.8%  Common Stock
302 East Jackson
West Columbia, Texas 77486

H. Wesley Griggs                      -0-        -0-   Common Stock
302 East Jackson
West Columbia, Texas 77486

Christy Foster                        -0-        -0-   Common Stock
302 East Jackson
West Columbia, Texas 77486

All Directors and
Executive Officers
as a group (3)                  4,250,000       49.8%  Common Stock
<FN>
(1)     Includes  an  option  to purchase 250,000 shares of the Company's common
stock  at  an  exercise price of $0.06 per share which expires on July 10, 2004.
</TABLE>

ITEM  13.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS


     The  current  Board  of  Directors of the Company has adopted a policy that
Company  affairs  will  be  conducted in all respects by standards applicable to
publicly-held  corporations.

                                       17
<PAGE>
                                     PART IV

ITEM  14.     EXHIBITS,  FINANCIAL  STATEMENTS  AND  REPORTS  ON  FORM  8-K.
(a)(1)    Financial  statements:

     Audited  Financial  Statements:

     Consolidated  Balance  Sheets  as  of  June  30,  1998  and  1997.

     Consolidated  Statements  of  Operations for the years ended June 30, 1998,
     1997  and  1996.

     Consolidated  Statements  of  Stockholders' Equity for the years ended June
     30, 1998,  1997  and  1996.

     Consolidated  Statements  of  Cash Flows for the years ended June 30, 1998,
     1997  and  1996.

(a)(2)    Financial  statement  schedules:  NONE.

(a)(3)    Compensation  Plans:  NONE.

(b)    REPORTS  ON  FORM  8-K

         No  reports  on  Form  8-K  were filed during the Company's last fiscal
quarter  of  1998.

  (c)    EXHIBITS

3.1     *     Articles  of  Incorporation  as  amended
3.2     *     Bylaws
10.1    *     Alta  Gold  Company  Agreement
10.2    *     Royalty  Deed  related  to  Exhibit  10.1
16.1    *     Letter  from  Coopers  &  Lybrand,  L.L.P.
27.1    **    Financial  Data  Schedule
_______________________
     *     Incorporated by reference to the Company's Annual Report on Form 10-K
           Amendment  Number One for the fiscal year ended June 30, 1997, as
           filed with the Commission  on  July  16,  1998.
     **    Filed  herewith


                                       18
<PAGE>
                                   SIGNATURES


     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange  Act  of  1934, the Company has duly caused this report to be signed on
its  behalf  by  the  undersigned,  thereunto  duly  authorized.


                                                    COBB  RESOURCES  CORPORATION
Date:  September  28,  1998                          By:  /s/  Charles  Cobb  IV
                                                              Charles  Cobb,  IV
                                                Director,  President  and  Chief
                                                             Accounting  Officer


     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been signed below by the following persons on behalf of the Company
and  in  the  capacities  and  on  the  dates  indicated.

Date:  September  28,  1998                          By:  /s/  Charles  Cobb  IV
                                                              Charles  Cobb,  IV
                                                Director,  President  and  Chief
                                                             Accounting  Officer



Date:  September  28,  1998                         By:  /s/  H.  Wesley  Griggs
                                                              H.  Wesley  Griggs
                                                                        Director


Date:  September  28,  1998                            By:  /s/  Christy  Foster
                                                                 Christy  Foster
                                                                        Director


                                       19
<PAGE>












                           COBB RESOURCES CORPORATION
                                   __________




                        CONSOLIDATED FINANCIAL STATEMENTS
                       WITH REPORT OF INDEPENDENT AUDITORS
                FOR THE YEARS ENDED JUNE 30, 1998, 1997 AND 1996




<PAGE>
<TABLE>
<CAPTION>

                           COBB RESOURCES CORPORATION
                                TABLE OF CONTENTS
                                   __________


                                                      PAGE(S)
                                                      -------
<S>                                                   <C>
Report of Independent Auditors                        F-2

Audited Financial Statements

  Consolidated Balance Sheets as of June 30,
    1998, 1997 and 1996                               F-3

  Consolidated Statements of Operations for the
    years ended June 30, 1998, 1997 and 1996          F-4

  Consolidated Statements of Stockholders' Equity
    for the years ended June 30, 1998, 1997 and 1996  F-5

  Consolidated Statements of Cash Flows for the
    years ended June 30, 1998, 1997 and 1996          F-6

Notes to Consolidated Financial Statements            F-7
</TABLE>


                                       F-1
<PAGE>




                         REPORT OF INDEPENDENT AUDITORS



Board  of  Directors  and  Stockholders
Cobb  Resources  Corporation


We  have  audited the accompanying consolidated balance sheets of Cobb Resources
Corporation  as  of  June  30,  1998  and  1997,  and  the related statements of
operations,  stockholders'  equity and cash flows for each of the three years in
the  period  ended  June  30,  1998.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audits  provide  a  reasonable  basis  for  our opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  financial position of Cobb Resources
Corporation  as of June 30, 1998 and 1997, and the results of its operations and
its cash flows for each of the three years in the period ended June 30, 1998, in
conformity  with  generally  accepted  accounting  principles.




                        /s/  Ham,  Langston  &  Brezina,  LLP




Houston,  Texas
September  14,  1998


                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                           COBB  RESOURCES  CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                                   __________

     ASSETS                                     JUNE 30,
--------------------------------------------  ------------        
                                                                1997
                                                  1998       (RESTATED)
                                              ------------  ------------
<S>                                           <C>           <C>
Current assets:
  Cash and cash equivalents                   $   179,588   $   419,280 
  Certificate of deposit                           10,000        10,000 
  Marketable equity securities                    372,560       518,879 
  Accounts receivable - mining royalty             60,000        60,000 
  Notes receivable                                 60,000             - 
  Accrued interest receivable                       6,986             - 
                                              ------------  ------------

    Total current assets                          689,134     1,008,159 

Property and equipment, net                        25,967        34,124 
Non-producing oil and gas properties              150,040        10,555 
Notes receivable                                   12,500        72,500 
                                              ------------  ------------

      Total assets                            $   877,641   $ 1,125,338 
                                              ============  ============


LIABILITIES AND STOCKHOLDERS' EQUITY
--------------------------------------------                            

Current liabilities:
  Notes payable and current portion of
    long-term debt                            $     7,024   $    10,134 
  Accounts payable and accrued liabilities         10,000        31,597 
                                              ------------  ------------

    Total current liabilities                      17,024        41,731 

Long-term debt, net of current portion              7,825        23,919 
                                              ------------  ------------

      Total liabilities                            24,849        65,650 
                                              ------------  ------------

Contingencies (Notes 7 and 8)

Stockholders' equity:
  Common stock, $0.10 par value; 25,000,000
    shares authorized; 8,534,257 shares
    issued and outstanding at June 30, 1998
    and 1997                                      853,426       853,426 
  Additional paid-in capital                    6,156,172     6,156,172 
  Accumulated deficit                          (6,150,806)   (5,845,339)
  Treasury stock, 60,000 shares at cost            (6,000)       (6,000)
  Receivable from a stockholder                         -       (98,571)
                                              ------------  ------------

    Total stockholders' equity                    852,792     1,059,688 
                                              ------------  ------------

      Total liabilities and stockholders'
        equity                                $   877,641   $ 1,125,338 
                                              ============  ============
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                          COBB  RESOURCES  CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   __________

                                              YEAR  ENDED  JUNE  30,
                                      -------------------------------------
                                                      1997         1996
                                         1998      (RESTATED)   (RESTATED)
                                      -----------  -----------  -----------
<S>                                   <C>          <C>          <C>
Revenues:
  Mining royalty income, net          $   76,500   $    76,500  $   76,500 
  Gain on sale of property                     -        27,000           - 
  Interest and other income               20,985        23,960         856 
  Realized gain on marketable
    equity securities                          -             -       6,297 
  Unrealized gain on marketable
    equity securities                    104,173       330,674      11,794 
                                      -----------  -----------  -----------

    Total revenues                       201,658       458,134      95,447 
                                      -----------  -----------  -----------

Costs and expenses:
  Property lease expenses                 10,411         4,226       6,190 
  Dry hole expense                             -        23,712           - 
  Depreciation expense                     8,675         9,538      24,400 
  General and administrative             327,158       141,224     107,718 
  Realized loss on marketable
    equity securities                    157,424       148,006           - 
  Interest expense                         3,457         4,593       2,631 
                                      -----------  -----------  -----------

    Total costs and expenses             507,125       331,299     140,939 
                                      -----------  -----------  -----------

Net income (loss)                     $ (305,467)  $   126,835  $  (45,492)
                                      ===========  ===========  ===========

Basic and diluted net income
  (loss) per common share             $    (0.04)  $      0.01  $    (0.01)
                                      ===========  ===========  ===========

Weighted average shares outstanding    8,534,257     8,534,257   8,534,257 
                                      ===========  ===========  ===========
</TABLE>


                 See Notes to Consolidated Financial Statements.

                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                                            COBB  RESOURCES  CORPORATION
                                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                  FOR THE YEARS ENDED JUNE 30, 1998, 1997 AND 1996
                                                    __________

                                                  ADDITIONAL                               RECEIVABLE
                              COMMON     STOCK      PAID-IN     ACCUMULATED    TREASURY       FROM
                             ---------  --------                                                              
                              SHARES     AMOUNT     CAPITAL       DEFICIT       STOCK      STOCKHOLDER      TOTAL
                             ---------  --------  -----------  -------------  ----------  -------------  -----------
<S>                          <C>        <C>       <C>          <C>            <C>         <C>            <C>
Balance at July 1, 1995,
  as previously reported     8,534,257  $853,426  $ 6,156,172  $ (6,424,582)  $  (6,000)  $          -   $  579,016 

Prior period adjustments
  (See Note 2)                       -         -            -       497,900           -        (65,000)     432,900 
                             ---------  --------  -----------  -------------  ----------  -------------  -----------

Balance at June 30, 1995,
  as restated                8,534,257   853,426    6,156,172    (5,926,682)     (6,000)       (65,000)   1,011,916 

Advances to stockholder              -         -            -             -           -        (27,991)     (27,991)

Net loss for the year
  ended June 30, 1996, as
  restated                           -         -            -       (45,492)          -              -      (45,492)
                             ---------  --------  -----------  -------------  ----------  -------------  -----------

Balance at June 30, 1996,
  as restated                8,534,257  $853,426  $ 6,156,172  $ (5,972,174)  $  (6,000)  $    (92,991)  $  938,433 

Advances to stockholder              -         -            -             -           -         (5,580)      (5,580)

Net income for the year
  ended June 30, 1997, as
  restated                           -         -            -       126,835           -              -      126,835 
                             ---------  --------  -----------  -------------  ----------  -------------  -----------

Balance at June 30, 1997,
  as restated                8,534,257   853,426    6,156,172    (5,845,339)     (6,000)       (98,571)   1,059,688 

Payments from stockholder,
  net                                -         -            -             -           -         98,571       98,571 

Net loss for the year
  ended June 30, 1998                -         -            -      (305,467)          -              -     (305,467)
                             ---------  --------  -----------  -------------  ----------  -------------  -----------

Balance at June 30, 1998     8,534,257  $853,426  $ 6,156,172  $ (6,150,806)  $  (6,000)  $          -   $  852,792 
                             =========  ========  ===========  =============  ==========  =============  ===========
</TABLE>


                 See Notes to Consolidated Financial Statements.
                                       F-5
<PAGE>
<TABLE>
<CAPTION>
                          COBB  RESOURCES  CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   __________

                                                          YEAR  ENDED  JUNE  30,
                                                    ------------------------------------
                                                                   1997         1996
                                                       1998     (RESTATED)   (RESTATED)
                                                    ----------  -----------  -----------
<S>                                                 <C>         <C>          <C>
Cash flows from operating activities:
  Net income (loss)                                 $(305,467)  $  126,835   $  (45,492)
  Adjustments to reconcile net income to net
    cash provided by (used in) operating
    activities:
    Depreciation expense                                8,675        9,538       24,400 
    Gain on sale of property                                -      (27,000)           - 
    Realized loss (gain) on marketable
      equity securities                               157,424      148,006       (6,297)
    Unrealized gain on marketable equity
      securities                                     (104,173)    (330,674)     (11,794)
    Dry hole expense                                        -       23,712            - 
    Changes in operating assets and
      liabilities:
      Decrease (increase) in accounts
        receivable                                          -       55,781      (55,781)
      Decrease in marketable equity
        securities                                     93,068      411,601       48,039 
      Increase in accrued interest
        receivable                                     (6,986)           -            - 
      Increase (decrease) in accounts
        payable and accrued liabilities               (21,597)      28,751         (322)
                                                    ----------  -----------  -----------

        Net cash provided by (used in)
          operating activities                       (179,056)     446,550      (47,247)
                                                    ----------  -----------  -----------

Cash flows from investing activities:
  Capital expenditures                                (38,518)      (4,501)     (35,161)
  Proceeds from sale of building                            -       92,294            - 
  Purchased certificate of deposits                         -      (10,000)           - 
  Decrease (increase) in notes receivable                   -      (34,500)      18,750 
  Increase in receivable from a stockholder            (2,914)      (5,580)     (27,991)
                                                    ----------  -----------  -----------

        Net cash provided by (used in)
          investing activities                        (41,432)      37,713      (44,402)
                                                    ----------  -----------  -----------

Cash flows from financing activities:
  Advances on note payable                                  -            -      100,000 
  Principal payments on notes payable                 (19,204)    (113,959)      (4,920)
                                                    ----------  -----------  -----------

        Net cash provided by (used in)
          financing activities                        (19,204)    (113,959)      95,080 
                                                    ----------  -----------  -----------

Net increase (decrease) in cash and cash
  equivalents                                        (239,692)     370,304        3,431 

Cash and cash equivalents at beginning of
  period                                              419,280       48,976       45,545 
                                                    ----------  -----------  -----------

Cash and cash equivalents at end of period          $ 179,588   $  419,280   $   48,976 
                                                    ==========  ===========  ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for interest expense                      $   3,457   $    4,593   $    2,631 
                                                    ==========  ===========  ===========
</TABLE>


                 See Notes to Consolidated Financial Statements.
                                       F-6
<PAGE>

                           COBB RESOURCES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________

1.     ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES
       ----------------------------------------------------

Cobb  Resources  Corporation  (the  "Company")  is a New Mexico Corporation that
holds  a  royalty  interest  in  and  collects royalty payments on a certain New
Mexico  copper  property.  The  Company was historically involved in oil and gas
exploration and development but has now sold or written off substantially all of
its  oil  and gas working interests and has turned its attention to investing in
publicly  traded  oil  and  gas companies that management feels are undervalued.
Following  is  a  summary  of  the  Company's  significant  accounting policies.

     PRINCIPLES  OF  CONSOLIDATION
     -----------------------------

The  consolidated  financial  statements include the accounts of the Company and
its  wholly owned subsidiaries after elimination of all significant intercompany
accounts  and  transactions.

     MANAGEMENT  ESTIMATES
     ---------------------

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial  statements  and  the reported amounts of revenues and expenses during
the  reporting period.  Actual results could differ from those estimates.  These
estimates  primarily  involve  the  useful  lives of property and equipment, the
valuation  of  investments  and  deferred  tax  assets  and the realizability of
accounts  receivable.

     REVENUE  RECOGNITION
     --------------------

Royalty  income  is recognized ratably over the year in which it is earned.  The
Company  is  paid  annually.

     CONCENTRATIONS  OF  CREDIT  RISK
     --------------------------------

Financial instruments which subject the Company to concentrations of credit risk
include  cash,  marketable  equity  securities  and  accounts  receivable.   The
Company  maintains its cash in well known banks selected based upon management's
assessment  of the banks' financial stability.  Balances periodically exceed the
$100,000  federal  depository  insurance  limit;  however,  the  Company has not
experienced  any losses on deposits.  Accounts receivable generally arise from a
U.S.  mining company operating in New Mexico and relate to the Company's minimum
royalty  on  certain  copper  properties.

                                       F-7
<PAGE>

                           COBB RESOURCES CORPORATION
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   __________

1.     ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED
       ----------------------------------------------------------------

     CASH  EQUIVALENTS
     -----------------

For  purposes  of  reporting  cash  flows,  the Company considers all short-term
investments  with  an  original  maturity  of  three  months  or less to be cash
equivalents.

     PROPERTY  AND  EQUIPMENT
     ------------------------

Property  and equipment is stated at cost.  Depreciation is computed principally
by  the  straight-line  method  over  the  estimated useful lives of 5 years for
office  furniture  and  equipment,  and  3  years  for transportation equipment.

     INCOME  TAXES
     -------------

The  Company  uses  the  liability method in accounting for income taxes.  Under
this  method,  deferred  tax  assets  and  liabilities  are  determined based on
differences  between  financial  reporting  and  income  tax carrying amounts of
assets  and  liabilities  and  are measured using the enacted tax rates and laws
that  will  be  in  effect  when  the  differences  are  expected  to  reverse.

     INVESTMENTS
     -----------

Marketable equity securities are classified as trading and are carried at quoted
market  values.  The  change  in  unrealized  gain or loss with respect to these
securities  is  recorded  currently  in  operations.

     EARNINGS  PER  SHARE
     --------------------

Earnings per share are computed based upon the weighted average number of shares
of  common  stock  outstanding.

     FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS
     ---------------------------------------

The Company includes fair value information in the notes to financial statements
when  the  fair  value  of  its financial instruments is different from the book
value.  When the book value approximates fair value, no additional disclosure is
made.

                                       F-8
<PAGE>

                           COBB RESOURCES CORPORATION
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   __________


1.     ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED
       ----------------------------------------------------------------

     RECENTLY  ISSUED  PRONOUNCEMENTS
     --------------------------------

In  June  1997,  the FASB issued SFAS No. 130, "Reporting Comprehensive Income".
SFAS  No.  130  establishes standards for reporting and display of comprehensive
income  and  its components (revenues, expenses, gains and losses) in a full set
of  general-purpose financial statements.  It requires (a) classification of the
components  of  other  comprehensive  income  by  their  nature  in  a financial
statement  and  (b)  the  display  of  the  accumulated  balance  of  the  other
comprehensive  income  separate  from  retained  earnings and additional paid-in
capital in the equity section of a statement of financial position.  SFAS 130 is
effective  for  years  beginning  after December 15, 1997 and is not expected to
have  a  material  impact  on  financial  position  or  results  of  operations.


2.     PRIOR  PERIOD  ADJUSTMENTS
       --------------------------

The  Company's  financial  statements for the years ended June 30, 1997 and 1996
were  previously  issued  without  audit.  Subsequent  to  the  issuance of such
financial  statements,  the  Company  engaged  auditors  and  has  restated  its
financial  statements  for  the  years  ended  June 30, 1997 and 1996 to reflect
adjustments  principally  related  to the timing of when certain recurring costs
are  recognized.  These  adjustments  relate  primarily  to unrealized gains and
losses  on  marketable  equity  securities, recognition of dry hole expenses and
recognition  of compensation expense.  Following is an analysis of the effect of
such  prior  period  adjustments  on  previously  reported retained earnings and
results  of  operations:

                                       F-9
<PAGE>

                           COBB RESOURCES CORPORATION
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   __________


2.     PRIOR  PERIOD  ADJUSTMENTS,  CONTINUED
       --------------------------------------

<TABLE>
<CAPTION>
                                               JUNE  30,
                                       --------------------------
                                           1997          1996
                                       ------------  ------------
<S>                                    <C>           <C>
  Income (loss) before income taxes:
    As previously reported             $   371,000   $   (35,000)
    As restated                            126,835       (45,492)

  Net income (loss):
    As previously reported             $   371,000   $   (35,000)
    As restated                            126,835       (45,492)

  Net income (loss) per common share:
    As previously reported             $       .04   $       .00 
    As restated                                .01          (.01)

  Accumulated deficit:
    As previously reported             $(6,092,000)  $(6,463,000)
    As restated                         (5,845,339)   (5,972,174)
</TABLE>


3.     PROPERTY  AND  EQUIPMENT
       ------------------------

Property  and  equipment  consists  of  the  following:

<TABLE>
<CAPTION>
                                       JUNE  30,
                                 -------------------
                                   1998       1997
                                 ---------  --------
<S>                              <C>        <C>
  Vehicles                       $ 43,106   $43,106 
  Furniture and fixtures              518         - 
                                 ---------  --------

                                   43,624    43,106 

  Less accumulated depreciation   (17,657)   (8,982)
                                 ---------  --------

                                 $ 25,967   $34,124 
                                 =========  ========
</TABLE>


During  the  year  ended  June  30, 1997, the Company sold its New Mexico office
building  and  related  business assets for proceeds of $92,294 and recognized a
gain  of  $27,000  on  the  sale.

                                      F-10
<PAGE>
                         COBB  RESOURCES  CORPORATION
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   __________

5.     NOTES  PAYABLE  AND  LONG-TERM  DEBT
       ------------------------------------

Notes  payable  and  long-term  debt  consist  of  the  following:

<TABLE>
<CAPTION>
                                              JUNE  30,
                                         --------  ---------
                                           1998      1997
                                         --------  ---------
<S>                                      <C>       <C>
  Bank note payable in monthly install-
    ments of $633, including interest
    at 8.75%, through August 2000,
    collateralized by a vehicle          $14,849   $ 20,343 

  Bank note payable in monthly install-
    ments of $437, including interest
    at 8.25%, through June 2000,
    collateralized by a vehicle                -     13,710 
                                         --------  ---------

                                          14,849     34,053 

  Less current portion                    (7,024)   (10,134)
                                         --------  ---------

                                         $ 7,825   $ 23,919 
                                         ========  =========
</TABLE>


Future  annual  maturities  of  long-term  debt at June 30, 1998 are as follows:

          YEAR ENDING
           JUNE  30,
          ----------

             1999          $    7,024
             2000                 801
                           ----------

                           $    7,825
                           ==========

                                      F-11
<PAGE>
                          COBB  RESOURCES  CORPORATION
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   __________

6.     INCOME  TAXES
       -------------

Deferred  income  taxes  reflect  the  net  tax effects of temporary differences
between  the  carrying amounts of assets and liabilities for financial reporting
purposes  and  the amounts used for income tax purposes.  Significant components
of  the  Company's  deferred  tax  assets  and  liabilities  were  as  follows:

<TABLE>
<CAPTION>
                                             JUNE  30,
                                      ----------------------
                                         1998        1997
                                      ----------  ----------
<S>                                   <C>         <C>
  Deferred tax assets:
    Net operating loss carryforwards  $1,192,243  $1,762,394
    General business tax credit
      carryforward                        12,271      13,322
    Deferred compensation for tax
      purposes                                 -      39,881
                                      ----------  ----------

      Total deferred tax assets        1,204,514   1,815,597

    Valuation allowance on deferred
      tax assets                       1,169,096   1,705,193
                                      ----------  ----------

                                          35,418     110,404
  Deferred tax liabilities:
    Cumulative unrealized gains on
      marketable equity securities        35,418     110,404
                                      ----------  ----------

  Net deferred tax assets             $        -  $        -
                                      ==========  ==========
</TABLE>

The  difference  between  the Federal statutory rate and the Company's effective
income  tax  rate  was  as  follows:

<TABLE>
<CAPTION>
                                                YEAR  ENDED  JUNE  30,
                              ---------------------------------------------------------
                                        1998                1997              1996
                              -----------  ------  ----------  ------  ---------  -----
                                 AMOUNT     RATE     AMOUNT     RATE    AMOUNT    RATE
                              -----------  ------  ----------  ------  ---------  -----
<S>                           <C>          <C>     <C>         <C>     <C>        <C>
  Provision (benefit) at
    Federal statutory rate    $ (103,859)   (34)%  $  43,124      34%  $(15,468)  (34)%

  Change in valuation allow-
    ance                        (536,127)  (176)%   (219,194)  (173)%    13,811     30%

  Utilization of net opera-
    ting loss carryforward             -      - %   (112,894)   (89)%         -     - %

  Expiration of net opera-
    ting loss and tax credit
    carryforwards and other      639,986    210 %    288,964     228%     1,657      4%
                              -----------  ------  ----------  ------  ---------  -----

                              $        -      - %  $       -      - %  $      -     - %
                              ===========  ======  ==========  ======  =========  =====
</TABLE>

                                      F-12
<PAGE>
                           COBB RESOURCES CORPORATION
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   __________

6.     INCOME  TAXES,  CONTINUED
       -------------------------

At  June  30,  1998,  for federal income tax reporting purposes, the Company has
approximately  $3,300,000  of  unused  net  operating  losses  available  for
carryforward  to  future  years.  The  benefit  from  carryforward  of  such net
operating  losses  will  expire during the years 1999 to 2013.  The benefit from
utilization  of net operating loss carryforwards could be subject to limitations
if  significant  ownership  changes  occur  in  the  Company.

7.     CONTINGENCIES
       -------------

On October 30, 1990, a mining joint venture (the "Venture") in which the Company
was  previously  involved,  received notice from the United States Environmental
Protection  Agency  ("EPA")  that  the  Venture  was believed by the EPA to be a
"potentially  responsible  party" for the release of certain allegedly hazardous
substances  at  a  site  located  in central Colorado.  The Venture operated the
facility  for  only a brief period, but may be required to bear its share of any
costs  incurred  in connection with this matter.  Any such amounts for which the
Company  may  ultimately  be  held  liable  may  not  be  adequately  covered by
insurance.

The  Company  believes that other parties have taken appropriate response action
required  at  this central Colorado site and have obtained EPA approval of their
cleanup  actions.  In  the  opinion  of  the  Company's  management and based on
independent  advice  from  professional  experts  engaged to assess the site, it
appears unlikely that the Company will be responsible to bear material liability
in  this  matter.

The  Company  was  notified  by the operator of the Venture that the Venture had
received  on December 8, 1991 a notice of violation from the Colorado Department
of  Health  ("Department") in connection with alleged noncompliance with certain
amended standards of water discharge permits at a gold mine owned by the Venture
from July 1991 through October 1991.  To this date, while the Department has not
assessed  any fines, the Company is not able to assess fully the extent to which
response  or  remedial  action may be required.  The mine and the Company may be
held  responsible for any such required actions.  There can be no assurance that
the  ultimate  resolution of this matter will not have a material adverse effect
on  the  Company  in  the  future.

                                      F-13
<PAGE>
                           COBB RESOURCES CORPORATION
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   __________

8.     MAJOR  CUSTOMERS
       ----------------

The Company received 100% of its mining royalty income from a single U.S. mining
company  during  the  years  ended  June  30,  1998,  1997  and  1996.  Accounts
receivable-mining royalty of $60,000 at June 30, 1998 and 1997 are due from such
U.S.  mining  company.


9.     RELATED  PARTY  TRANSACTIONS
       ----------------------------

     Notes  receivable  at  June  30,  1998  and  1997  include  a  $60,000 note
receivable  from  a director of the Company.  This note originated in connection
with  cash  advances  to  the  director  and  the  sale  of  certain oil and gas
properties.  The  note  bears  interest  at 12% per year and is due December 31,
1998.

During  the  years  ended  June  30,  1998,  1997  and  1996,  the  Company made
non-interest  bearing  advances  to  the  Company's  President,  who is also the
Company's  most  significant  stockholder,  as  follows:

<TABLE>
<CAPTION>
                                          YEAR  ENDED  JUNE  30,
                                     --------------------------------
                                        1998       1997       1996
                                     ----------  ---------  ---------
<S>                                  <C>         <C>        <C>
  Beginning balance                  $  98,571   $ 92,991   $ 65,000 

  Cash advance                         130,149     69,000     62,000 

  Oil and gas properties received
    in payment of advances            (101,485)         -          - 

  Amount recognized as compensation   (127,235)   (63,420)   (34,009)
                                     ----------  ---------  ---------

  Ending balance                     $       -   $ 98,571   $ 92,991 
                                     ==========  =========  =========
</TABLE>

                                      F-14
<PAGE>
                         COBB  RESOURCES  CORPORATION
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   __________


10.     NON-CASH  INVESTING  AND  FINANCING  ACTIVITIES
        -----------------------------------------------

The  Company  engaged  in  certain  non-cash  investing and financing activities
during  the  year  ended  June  30,  1998,  1997  and  1996, as follows:

<TABLE>
<CAPTION>
                                       YEAR  ENDED  JUNE  30,
                                      ------------------------
                                        1998     1997    1996
                                      --------  -------  -----
<S>                                   <C>       <C>      <C>
Received interest in certain oil
  and gas properties in payment
    of receivable from a stockholder  $101,485  $     -  $   -

  Exchanged interest in certain oil
    and gas properties for market-
    able equity securities                   -   49,909      -

  Exchanged interest in certain oil
    and gas properties for note
    receivable                               -   25,500      -

  Purchased transportation equip-
    ment in exchange for directly
    related long-term debt                   -   39,070      -
</TABLE>

                                      F-15
<PAGE>
                               INDEX TO EXHIBITS

EXHIBIT     SEQUENTIAL
NUMBER      DESCRIPTION
-------     --------------------------------------------------------------------
3.1     *     Articles  of  Incorporation  as  amended
3.2     *     Bylaws
10.1    *     Alta  Gold  Company  Agreement
10.2    *     Royalty  Deed  related  to  Exhibit  10.1
16.1    *     Letter  from  Coopers  &  Lybrand,  L.L.P.
27.1    **    Financial  Data  Schedule
_______________________
     *     Incorporated by reference to the Company's Annual Report on Form 10-K
           Amendment  Number One for the fiscal year ended June 30, 1997, as
           filed with the Commission  on  July  16,  1998.
     **    Filed  herewith
<PAGE>